1933 Act File No. 33-48907
                                                      1940 Act File No. 811-7047

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             X

    Pre-Effective Amendment No.

    Post-Effective Amendment No.    37   ...................        X

                                       and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No.    37   ..................................        X

                              MARSHALL FUNDS, INC.
               (Exact Name of Registrant as Specified in Charter)

                             1000 North Water Street
                           Milwaukee, Wisconsin 53202
                    (Address of Principal Executive Offices)

                                 (414) 287-8555
                         (Registrant's Telephone Number)

                          Michael A. Hatfield, Esquire
                             770 North Water Street
                           Milwaukee, Wisconsin 53202
                     (Name and Address of Agent for Service)
                (Notice should be sent to the Agent for Service)

It is proposed that this filing will become effective:


    immediately upon filing pursuant to paragraph (b)
 X  on October 29, 2003 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a)(i)
    on ____________ pursuant to paragraph (a)(i)
    75 days after filing pursuant to paragraph (a)(ii)
    on ____________ pursuant to paragraph (a)(ii) of Rule 485.


If appropriate, check the following box:

     This  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.

Copies to:     Cameron Avery, Esquire
               Bell, Boyd & Lloyd
               Three First National Plaza
               70 West Madison Street, Suite 3300
               Chicago, Illinois 60602-4207

Our Statement of Qualification

Our tradition of excellence has been earned by engaging competent investment professionals to apply a stable, proven investment philosophy to assist our clients in meeting their financial objectives.

A Tradition of Excellence: A tradition of excellence is a claim a corporate culture can make if it has exceeded client expectations for over 150 years. Our tradition began with the founding of Marshall & Ilsley Bank in 1847, continued with the establishment of Marshall & Ilsley Trust operations in 1923, and exists today with a focused approach to investment management from M&I Investment Management Corp., since 1973.

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M&I Investment Management Corp., a registered investment adviser, holds the distinction of being one of the first bank-sponsored investment firms in the nation and manages more than $14.5 billion in individual and institutional accounts in many forms and sizes.

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Competency : Competency comes from setting a standard that only highly-qualified investment professionals can adequately and creatively serve the depth and breadth of our clients’ financial needs.That standard requires the hiring, training and continual development of individuals motivated to reach and maintain those high standards. M&I’s investment management teams are dominated by Chartered Financial Analysts with significant years of experience in the investment industry.

Stability: Stability comes from a lot more than the brick and mortar of over 250 company locations where you can meet face-to-face with our financial representatives. It comes from our high standards of professional service and our unchanging approach to how investment goals should be achieved.

A Proven Investment Philosophy: A proven investment philosophy is developed over time, and does not shift with the changing fashions of the market. It is based on sound investment principals and executed on an ongoing basis by seasoned experts with the latest investment tools and research available to the marketplace.We apply consistent approaches that have been successful in the long-term even if the financial objective is in the short-term.

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As with most professional services, your decision to work with us will most likely focus on the people, process, performance and price of your service provider. Please take a moment to learn more about how M&I Investment Management Corp. can best serve you.

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Not part of the Prospectus

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Shares of the Marshall Funds, like shares of all mutual funds, are not bank deposits, federally insured, or guaranteed, and may lose value.

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As with all mutual funds, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

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Prospectus

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October 31, 2003

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Risk/Return Summary

The Marshall Funds offer investment opportunities to a wide range of investors, from investors with short-term goals who wish to take little investment risk to investors with long-term goals willing to bear the risks of the stock market for potentially greater rewards. The Marshall Funds are managed by the investment professionals at M&I Investment Management Corp. (Adviser).

A complete description of these risks can be found in the “Main Risks of Investing in the Marshall Funds” section.

Equity Funds

Marshall Equity Income Fund

Goal : To provide capital appreciation and above-average dividend income.

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Strategy: Fund assets are invested in a broadly-diversified portfolio of common stocks of large-sized companies similar in size to those within the Standard and Poor’s 500 Index (S&P 500). In order to provide both capital appreciation and income, the Adviser attempts to structure the portfolio to pursue a yield at least 1% more than the income earned on the stocks in the S&P 500. The Adviser selects stocks using a unique, quantitative, value-oriented approach that uses dividends as the initial guide to competitive long-term returns with less volatility.

Average Annual Totals Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Equity Income Funds Index (LEIFI), which is an index of funds with similar investment objectives, and the S&P 500, a broad-based market index. The S&P 500 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measure ment period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Large-Cap Growth & Income Fund

Goal: To provide capital appreciation and income.

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Strategy: The Fund invests at least 80% of its assets in common stocks of large-sized companies similar in size to those within the S&P 500. The Adviser looks for companies that are leaders in their industry and have records of above-average financial performance and proven superior management. These types of companies typically offer opportunities for growth and also provide dividend income.

Average Annual Total Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Large-Cap Core Funds Index (LLCCFI), which is an index of funds with similar investment objectives, and the S&P 500, a broad-based market index. The S&P 500 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Mid-Cap Value Fund

Goal: To provide capital appreciation.

Strategy: The Fund invests at least 80% of its assets in value-oriented common stocks of medium-sized companies similar in size to those within the Russell Mid-Cap Value Index (RMCVI).* The Adviser selects companies that exhibit traditional value characteristics, such as a price-to-earnings ratio less than the S&P 500, higher-than-average dividend yields or a lower-than-average price-to-book value. In addition, these companies may have under-appreciated assets, or be involved in company turnarounds or corporate restructurings.

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Average Annual Total Returns through 12/31/02**

*Prior to January 1, 2003, the capitalization range of companies in which the Fund invested was similar to those within the Standard & Poor’s Mid-Cap 400 Index (S&P 400).

**The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Mid-Cap Value Funds Index (LMCVFI), which is an index of funds with similar investment objectives, the RMCVI and the S&P 400, both broad-based market indexes. Effective January 1, 2003, the Fund changed its benchmark index from the S&P 400 to the RMCVI. The RMCVI is more representative of the securities typically held by the Fund. The RMCVI and the S&P 400 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

***After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Mid-Cap Growth Fund

Goal: To provide capital appreciation.

Strategy: The Fund invests at least 80% of its assets in growth-oriented common stocks of medium-sized companies similar in size to those within the Russell Mid-Cap Growth Index (RMCGI).* The Adviser selects stocks of companies with growth characteristics, such as above-average earnings growth potential or where significant changes are taking place, such as new products, services, or methods of distribution, or overall business restructuring.

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Average Annual Total Returns through 12/31/02**

*Prior to January 1, 2003, the capitalization range of companies in which the Fund invested was similar to those within the S&P 400.

**The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Mid-Cap Growth Funds Index (LMCGFI), which is an index of funds with similar investment objectives, the RMCGI and the S&P 400, both broad-based market indexes. Effective January 1, 2003, the Fund changed its benchmark index from the S&P 400 to the RMCGI. The RMCGI is more representative of the securities typically held by the Fund. The RMCGI and the S&P 400 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

***After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Small-Cap Growth Fund ^*

Goal : To provide capital appreciation.

Strategy: The Fund invests at least 80% of its assets in common stocks of small-sized companies similar in size to those within the Russell 2000 Growth Index

(Russell 2000 GI).** The Adviser selects stocks of companies with above-average earnings growth potential or where significant changes are taking place, such as new products, services or methods of distribution, as well as overall business restructuring.

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Average Annual Total Returns through 12/31/02***

*The SMALL-CAP GROWTH FUND is the successor to the portfolio of a collective trust fund managed by the Adviser. At the Fund’s commencement of operations, the assets from the collective trust fund were transferred to the Fund in exchange for Fund shares. The Fund’s average annual total return since inception (11/1/95) is 9.46% through 12/31/02. The quoted performance data includes the performance of the collective trust fund for periods before the SMALL-CAP GROWTH FUND’S registration statement became effective on August 30, 1996, adjusted to reflect the SMALL-CAP GROWTH FUND’S expenses. The collective trust was not registered under the Investment Company Act of 1940 (1940 Act) and was not subject to certain diversification and investment restrictions that are imposed by the 1940 Act and the tax laws applicable to mutual funds. If the collective trust fund had been subject to those requirements and restrictions, the performance may have been adversely affected.

**Prior to January 1, 2003, the capitalization range of companies in which the Fund invested was similar to those within the Russell 2000 Index (Russell 2000).

***The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Small-Cap Growth Funds Index (LSCGI), which is an index of funds with similar investment objectives, the Russell 2000 GI and the Russell 2000, both broad-based market indexes. Effective January 1, 2003, the Fund changed its benchmark index from the Russell 2000 to the Russell 2000 GI. The Russell 2000 GI is more representative of the securities typically held by the Fund. The Russell 2000 GI and the Russell 2000 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

†After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

††After-tax inception returns are calculated from the initial public investment in the Small-Cap Growth Fund on 9/4/96. It is not possible to reflect the tax impact on the common trust’s performance.

As with all mutual funds, past performance is no guarantee of future results.

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Marshall International Stock Fund

Goal: To provide capital appreciation.

Strategy: The Fund invests at least 80% of its assets in securities of issuers domiciled in at least three different nations outside the United States, and invests at least 80% of the Fund’s assets in equity securities. BPI Global Asset Management LLP (BPI) is the Sub-Adviser of the Fund. BPI uses a “bottom-up” approach to international investing within overall portfolio management guidelines. BPI identifies companies of any size within industry groups that have historically been successful and have a competitive advantage as evidenced by above-average profit margins, high returns on equity, low leverage and adequate cash flow. BPI then seeks to identify quality companies with attractive returns on equity, shareholder-oriented management, and a strong capital structure. Stocks are selected and retained when they are attractively valued within their industry by using traditional valuation measures such as price-to-book and price-to-earnings ratios, resulting in an approach described as “quality companies at a reasonable price.” The portfolio management team closely monitors the Fund’s industry weightings and country weightings in relation to its performance benchmark.

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Average Annual Total Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper International Funds Index (LIFI), which is an index of funds with similar objectives, and the Morgan Stanley Capital International Europe, Australasia, Far East Index (EAFE), which is a broad-based market index of international stocks. The EAFE returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Income Funds

Marshall Government Income Fund

Goal: To provide current income.

Strategy: The Fund invests at least 80% of its assets in U.S. government securities. The Fund will also invest in dollar roll transactions. The Adviser considers

macroeconomic conditions and uses credit and market analysis in developing the overall portfolio strategy. Current and historical interest rate relationships are used to evaluate market sectors and individual securities. The Fund generally maintains an average dollar-weighted maturity of four to twelve years.

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Average Annual Total Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper U.S. Mortgage Funds Index (LUSMI), which is an index of funds with similar investment objectives, and the Lehman Brothers Mortgage-Backed Securities Index (LMI), a broad-based market index. The LMI returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Intermediate Bond Fund

Goal: To maximize total return consistent with current income.

Strategy: The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed, mortgage-backed and U.S. government securities. The Adviser’s strategy to achieve total return is to adjust the Fund’s weightings in these sectors as it deems appropriate. The Adviser uses macroeconomic, credit and market analysis to select portfolio securities. The Fund maintains an average dollar-weighted maturity of three to ten years.

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Average Annual Total Returns through 12/31/02*

**The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Short/Intermediate Investment Grade Bond Funds Index (LSIBF), which is an index of funds with similar investment objectives, and the Lehman Brothers Government/Credit Intermediate Index (LGCI), a broad-based market index. The LGCI returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Intermediate Tax-Free Fund

Goal: To provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital.

Strategy: The Fund invests at least 80% of its assets in municipal securities, the income from which is exempt from federal income tax (including the federal alternative minimum tax). Fund assets are invested in investment-grade municipal securities, which includes debt obligations of states, territories and possessions of the U.S. and political subdivisions and financing authorities of these entities that provide income exempt from federal income tax (including the federal alternative minimum tax). The Adviser selects Fund investments after assessing factors such as the cyclical trend in interest rates, the shape of the municipal yield curve, tax rates, sector valuation and municipal bond supply factors. The Fund will maintain an average dollar-weighted portfolio maturity of three to ten years.

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Average Annual Total Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Intermediate Municipal Funds Index (LIMI), an index of funds with similar investment objectives, and the Lehman Brothers 7-Year General Obligations Bond Index (L7GO), a broad-based market index. The L7GO returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Marshall Short-Term Income Fund

Goal: To maximize total return consistent with current income.

Strategy: The Fund invests at least 80% of its assets in short- to intermediate-term investment grade bonds and notes. Fund investments include corporate, asset-backed, mortgage-backed and U.S. government securities. The Adviser changes the Fund’s weightings in these sectors as it deems appropriate and uses macroeconomic, credit and market analysis to select portfolio securities. The Fund maintains an average dollar-weighted maturity of six months to three years.

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Average Annual Total Returns through 12/31/02*

*The table shows the Fund’s average annual total returns over a period of years relative to the Lipper Short-Term Investment Grade Bond Index (LSTIBI), an index of funds with similar investment objectives, and the Merrill Lynch 1-3 Year U.S. Government/Corporate Index (ML13), a broad-based market index. The ML13 returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund’s performance. Indexes are unmanaged, and it is not possible to invest directly in an index.

**After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of each measurement period, and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. After-tax returns are not relevant to investors holding shares through tax-deferred programs, such as IRA or 401(k) plans.

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As with all mutual funds, past performance is no guarantee of future results.

Money Market Fund

Marshall Money Market Fund

Goal: To provide current income consistent with stability of principal.

Strategy: Fund assets are invested in high quality, short-term money market instruments. In order to produce income that minimizes volatility, the Adviser uses a “bottom-up” approach, which evaluates debt securities of individual companies against the context of broader market factors such as the cyclical trend in interest rates, the shape of the yield curve and debt security supply factors.

Although the Fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the Fund. In addition, the Fund is subject to credit risks, interest rate risks and liquidity risks.

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Average Annual Total Returns through 12/31/02**

*Investors may call the Fund to learn the current 7-Day Net Yield at 1-800-236-FUND (3863).

**The table shows the Fund’s average annual total returns over a period of time relative to the Lipper Money Market Funds Index (LMMFI), which is an index of funds with similar objectives, and the Money Fund Report Averages ^TM (MFRA) (formerly, IBC Financial Data), an average of money funds with similar objectives. Indexes and averages are unmanaged, and it is not possible to invest directly in an index or average.

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As with all mutual funds, past performance is no guarantee of f uture results.

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